The URL can be used to link to this page

Home My WebLink About2020-220AGREEMENT TO PURCHASE AND SELL REAL ESTATE BETWEEN INDIAN RIVER COUNTY AND MARSHA A. KINCHEN AND MARVIN KENNETH KICHEN THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 13th day of October , 2020, by and between Indian River County, a political subdivision of the State of Florida ("the County"), and Marsha A. Kinchen and Marvin Kenneth Kinchen ("the Sellers") who agree as follows: WHEREAS, Seller owns property located at 7615 66th Avenue, Vero Beach, FL, Vero Beach, Florida. An aerial photo of the Property is attached to this agreement as Exhibit "A", incorporated by reference herein; and WHEREAS, the County is scheduled to do road improvements on 66th Avenue between 69th Street and 81St Street in the future and the road expansion will impact the Seller's property; and WHEREAS, in order for the County to proceed with its road expansion plans, the County needs to purchase property to be used as right-of-way from landowners along and adjacent to 66th Avenue; and WHEREAS, the County contacted the Seller and offered to purchase a portion of the property, consisting of approximately 0.16 acres of property as depicted on Exhibit "A", and NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and premises hereinafter, the COUNTY and SELLER agree as follows: 1. Recitals. The above recitals are affirmed as being true and correct and are incorporated herein. 2. Agreement to Purchase and Sell. The Seller hereby agrees to sell to the County, and the County hereby agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement that parcel of real property located at 7615 66th Avenue, Vero Beach, FL and more specifically described in the legal description attached as Exhibit "A", fee simple, containing 0.16 acres, all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property"). 2.1 Purchase Price, Effective Date. The purchase price ("Purchase Price") for the Property shall be $30,192 (Thirty Thousand One Hundred and Ninety Two, 00/100 Dollars). The Purchase Price amount includes the cost of the Kinchens' engineering analysis on this parcel coming out to $3,192 (Three Thousand One Hundred and Ninety Two, 00/100 Dollars). The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement, either by approval by the Indian River County Board of County 1 Commissioners at a formal meeting of such Board or by the County Administrator pursuant to his delegated authority. 2.2 Attorneys Fees. Attorney's fees in the amount of $5,346.00 (Five Thousand Three Hundred and Forty Six, 00/100 Dollars). This amount is the statutory attorney's fees amount which is 33% (Thirty Three Percent) of the benefit conferred to the Seller. 3. Title. Seller shall convey marketable title to the Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Seller; but subject to property taxes for the year of Closing and covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Property ("Permitted Exceptions"). 3.1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Property. County shall within fifteen (15) days following the Effective Date of this Agreement deliver written notice to Seller of title defects. Title shall be deemed acceptable to County if (a) County fails to deliver notice of defects within the time specified, or (b) County delivers notice and Seller cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Seller shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, County shall have thirty (30) days from the end of the Curative Period to elect, by written notice to Seller, to: (i) to terminate this Agreement, whereupon shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 4. Representations of the Seller. 4.1 Seller represents to the parties to have marketable, fee simple title to the Property, and is the sole owner of and has good right, title, and authority to convey and transfer the Property which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 4.2 From and after the Effective Date of this Agreement, Seller shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of the County. 4.3.1 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 5. Default. 5.1 In the event the County shall fail to perform any of its obligations hereunder, the Seller shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice 2 delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person or party shall have any claim for specific performance, damages, or otherwise against the County; or (ii) waive the County's default and proceed to Closing. 5.2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor any other person or party shall have any claim for specific performance, damages or otherwise against the Seller; or (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive the Seller's default and proceed to Closing: 6. Closing. 6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days following the execution of the contract by the Chairman of the Board of County Commissioners. The parties agree that the Closing shall be as follows: (a) The Seller shall execute and deliver to the County a warranty deed conveying marketable title to the Property, free and clear of all liens and encumbrances and in the condition required by paragraph 3. (b) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so, County may use a portion of Purchase Price funds to satisfy the encumbrances. (c) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County an affidavit, in a form acceptable to the County, certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (d) The Seller and the County shall each deliver to the other such other documents or instruments as may reasonably be required to close this transaction. 6.2 Taxes. All taxes and special assessments which are a lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller. 6.3 Non -Ad Valorem. All non -ad valorem assessments for the current year must be deposited into escrow by the Seller at the time of closing. 7. Personal Property. 7.1 The Seller shall have removed all of its personal property, equipment and trash from the Property. The Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. 7.2 Seller shall deliver at Closing all keys to locks and codes to access devices to 3 County, if applicable. 8. Closing Costs: Expenses. County shall be responsible for preparation of all Closing documents. 8.1 County shall pay the following expenses at Closing: 8. 1.1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. 8.1.2 Documentary Stamps required to be affixed to the warranty deed. 8.1.3 All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 8.2 Seller shall pay the following expenses at or prior to Closing: 8.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or encumbrances upon the Property. 9. Miscellaneous. 9.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. 9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements, written or oral, between the Seller and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties. 9.3 Assignment and Binding Effect. Neither County nor Seller may assign its rights and obligations under this Agreement without the prior written consent of the other party. The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. 9.4 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows: If to Seller: Marsha A. Kinchen and Marvin Kenneth Kinchen 7615 66th Avenue Vero Beach, FL 32967 ld If to County: Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Land Acquisition/Monique Filipiak Either party may change the information above by giving written notice of such change as provided in this paragraph. 9.5 Survival and Benefit. Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and the consummation of the transaction provided for herein. The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by the other party hereto, its successors and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever. 9.6 Attorney's Fees and Costs. In any claim or controversy arising out of or relating to this Agreement, each party shall bear its own attorney's fees, costs, and expenses. 9.7 County intends to construct the project in accordance with the construction plan sheets relating to Parcel 124-A. In the event Petitioner fails to construct the project substantially in conformance with these construction plans, Respondent retains all rights and remedies pursuant to Central and Southern Florida Control District v. Wye River Farms, Inc., 297 So.2d 323 (Fla. 4th DCA 1974) cert. denied 310 So. 2d 745 (Fla. 1975). 9.8 Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 9.9 County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.10 Beneficial Interest Disclosure: In the event Seller is a partnership, limited partnership, corporation, trust, or any form of representative capacity whatsoever for others, Seller shall provide a fully completed, executed, and sworn beneficial interest disclosure statement in the form attached to this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section 286.23 prior to approval of this Agreement by the County. However, pursuant to Florida Statutes Section 286.23 (3) (a), the beneficial interest in any entity registered with the Federal Securities and Exchange Commission, or registered pursuant to Chapter 517, Florida Statutes, whose interest is for sale to the general public, is exempt from disclosure; and where the Seller is a non-public entity, that Seller is not required to disclose persons or entities holding less than five (5%) percent of the beneficial interest in Seller. 9.11 "Seller acknowledges receipt of the "Notice to Owner" and understands his/her rights granted under Florida Law Chapters 73 and 74."a Initials 5 IN WITNESS WHEREOF, the Board has ratified this Agreement to Purchase and Sell Real Estate as of the da.t,� BOARD OF COUNTY C INDI R COU , F R . ,,,UNTY. usan dams, a' an B pproved: October 13, 2020 Attest: Jeffrey R. Smith, Clerk of Court and Comptroller tki 1 By: J'A� Deputy Clerk Approved as to f rm and legal sufficiency Susan P o Assistant County Attorney Approved: n By Jas Coy 0 / • / CV'l`Y -a 7T � rN Marsha A. KinKin en 9 Marvin Kenneth Kinchen Date «d„ IISIHX3 i I O m Q cil .. o� FT] 0 D D ' C FTI FT� D D i 50 0 50 100 GRAPHIC SCALE (1 IN = 50 FEET )